Metamorphisis
by AraLupus
Summary: "I suppose you never wasted a chance" He realises quickly that she knows exactly what chances he had wasted over the years, could see it in her expression, in those eyes that held him captive so easily. All those opportunities wasted and squandered to be regretted late at night when he lay alone in his bed with only regrets and shadows to keep him company.
1. She Knows

**Metamorphosis**

_**A story of regrets and change**_

He rose from the chair, eyes watching as the younger staff made their way from the room, about to follow when he caught her eyes staring up at him. In the years she had been at the house, had been by his side, he'd never been able to look away once he was held in that gaze, felt he'd come to know the emotions in them and the exact shade of blue. There was something different in them right then, something he'd seen before but had no words for, though he quickly came to realise what it was when he spoke, he lilt more pronounced.

"_I suppose you never wasted a chance"_

He realises quickly that she knows exactly what chances he had wasted over the years, could see it in her expression, in those eyes that held him captive so easily. All those opportunities wasted and squandered to be regretted late at night when he lay alone in his bed with only regrets and shadows to keep him company. But he can't tell her, can't admit to his mistakes even after all this time together. Instead he pulls on that Butler mask, tells her he'd learnt from any chances he might have wasted, tried not to think of the double meaning to his words, but he can tell in her cutting remark that he's let another one go. Wasted another chance to put an end to this stalemate, to this suspended existence he's found himself in with her.

He watches her go, says nothing like always, feels that familiar wave of shame and realises that he regrets it much sooner than he had before… but there isn't time to ponder as there is still work to be done, as there always is, and he finds his escape in the neat lines of the accounts books. Lets it all drift away on a sea of figures and additions, trying to make it all balance at the end, have it all make sense. He likes the order of it, how there is always an answer to be had and how his mistakes can be found and corrected easily and without much trouble, so different to how he fumbles through his deals with her. Always double thinking every action, every word, not wanting to let slip the years in which she has held that special place locked away tightly, how it had been her and only her from the day she'd stepped into Downton.

She'd been bright eyed and eager, not even having seen her 35th winter by then, and he'd been lost when their eyes met for the first time. He was already a Butler by that point, had no real business to ever speak with her, but found every excuse he could to share a brief exchange, to ask how she was doing and if she'd had any problems. He was always respectful, but he sometimes caught his gaze lingering longer than was proper, found himself sharper with any footman he suspected were showing an interest. He wouldn't admit to himself how he felt or what was happening inside his chest, but it was there, slow and steady and growing rapidly behind the scenes.

She was a capable worker, knew her trade well and built a fast rapport with the other staff members quickly, so it wasn't any surprise when Mrs Smythe approached him stating she was retiring and would be naming the Head Housemaid as he recommended replacement. It had been a smart choice, one that made his heart pound in a way he tried not to look into, and she stepped into the position gracefully when the time came. Things were awkward and stilted between them in that first week, but she'd broken down his reserves as easily as she had everyone else's and soon they were working well together.

And now, some 20 years later, he found himself leaning back in his chair and pondering those early days of working together, mind rushing through every detail, every milestone, every discussion and disagreement before landing on one day. On day that would change everything between them, would change him forever and the way his life would go. His first regret since having joined Downton. His first wasted chance.

* * *

Disclaimer: I own nothing or the series would look a lot different and there would be far more interactions/scenes between there under-appreciated characters. I also get nothing but kicks from writing this work of fiction.

Author Note::

I had muse for this fic appear after a very feels-heavy conversation with someone and it hasn't left me since, though the next chapters will be longer. From the day they met until the present, he's wasted chance after chance, and here is the exploration. It couldn't exist without that conversation, and so I'm dedicating this story to a very amazing woman and someone very special to me and my life; Madamavioletta, the Elsie to my Charles, and a very insufferable woman!


	2. Crowns

**Metamorphosis**

_**A story of regrets and change**_

_Crowns_

When she was first promoted from head housemaid to housekeeper, she had vowed not to be like the previous housekeeper... she had vowed that she would stay nice, that she would never become like her... but that changed the first time that a footman dropped an entire tray of crystal and sent shards of glass flying everywhere. She had never reprimanded someone like that in her entire life and when she had finished, she could see it in her former friends' eyes that things had changed forever. It was lonely at the top... but she had always found solace in Charles. That was the first thing they had bonded over, actually; he had gone to her sitting room that night for the very first time and sat with her and shared wine. He had gone in to comfort her, in her utmost professional way.

Nodding his head as he was informed that his Lordship would be moving to the library and would not be needed any further, Charles walked back through the entrance way, headed for the servant's staircase with an easy gait. Luncheon was over and had been cleared way, all of the family were doing other things around the estate or away, leaving the man free to continue cataloguing a wine delivery that had come in, a task that he'd begun the day before but had been unable to complete. When he thought over the last month, he felt a smile threaten to tug at his lips, cracking the usually stern façade he wore like a comfortable and familiar coat about his person; a month previously Mrs Smythe had finally retired from her position as Housekeeper. She had been at Downton for far longer than Charles had, had been getting on in years and had decided she wanted to retire, to live out her remaining years with her sister on the coast, leaving her replacement, Elsie, as the new Housekeeper. '[i]No, not Elsie, but Mrs Hughes.[/i]' He reminded himself for the umpteenth time. Since she had been promoted her name had not slipped from his lips, having always maintained a strict control over himself when in her presence, unlike some of the staff.

It was always difficult at first when someone moved into a position of authority, especially when you have developed friendships with the other staff. Charles knew, he had experienced it himself, and whilst he had never had any close friendships when he'd been a footman, focused as he was on the job and the family, the few he'd had soon struggled and dwindled under the pressure of his being their superior, the man who would have to reprimand them if a mistake was made. It was easier to now keep a distance, not to form emotional bonds too strong with the lower staff in case, which was a lesson Elsie had yet to learn, but one he knew was coming. Reaching the bottom of the stairs he glanced into the servant's hall to see the Housekeeper speaking with one of the maids, a smile on both their faces, a common sight as the two had grown close after Elsie had joined the staff. He knew he should say something, should discourage it subtly, but he just did not have the heart to. Turning a blind eye, he moved past and went to finish his job.

The hours slipped by, the Butler losing himself in organising the racks of wine, shelving and making precise marks in the ledger he kept for the bottles. He was uncertain how long he'd been down there, but seeing as no-one had come looking for him, it couldn't have been too long he realised. Just as he reached for a new case close to the stairs, he heard a crash and the unmistakeable tinkle of smashing glass coming from somewhere nearby. Forgetting the wine, he took the stairs two at a time, wondering just what had happened and already pulling forwards that 'Butler Mask' that was needed in certain situations. What he hadn't expected to find as he pushed open the door was the sound of Elsie's voice in a way he hadn't heard it before.

Slowing his steps, Charles cautiously looked into the hallway where it was coming from. On the floor was a tray, the remains of a collection of crystal goblets he recognised and favoured smashed, shards scattered around. Blue eyes moved upwards to the two figures standing over it, however, eyebrows rising in surprise at seeing Elsie reprimanding a footman quite harshly. The Butler knew he should step in, that it was his responsibility to reprimand the male staff, but he held back; George had been a friend of hers, was one of the staff he'd tried warning off her before her promotion and also one he'd repeatedly reminded that it was 'Mrs Hughes' now. From the expression and look in the man's eyes he could tell that the damage was done, that things had now changed between them, and so decided to let her handle this one. It appeared it was time for her to learn her first true lesson on being in charge.

Elsie was quiet during the rest of the day, demure at dinner, hardly speaking a word which was unlike her. Another difference being that none of the other staff tried to engage her in conversation like they normally did when she was quiet. Dinner was cleared away and Charles had to put the thoughts of her aside as dinner upstairs began. Dishes were served, drinks were poured, guests seen off and finally he was ushering the staff off to bed themselves, relieved that everything had gone the way it should do. His steps were slower than usual as he made his way downstairs, a half-empty leftover bottle on wine held in one hand. He hadn't been able to shake the image of the Housekeeper from his mind. She had been working at Downton for a few years now, had been in her position for a month, but he could never remember an occasion when she had appeared… dissatisfied, or in some way unhappy with her job. That was, until today. It seemed she had learnt her lesson; heavy is the head that wears the crown. It was difficult being in charge of the staff, even more so when you counted them as friends, when you had stepped up from amongst them not so long ago. It was a difficult place to be in, but it also had its rewards. Mrs Smythe had not shared many words with him when he had faced this trouble, but he could not ignore how Elsie was now. Their situation was different to his one with the previous Housekeeper; they got along already, and Elsie seemed to be struggling more than Charles had. No, he would offer what support he could.

Charles had taken to leaving his pantry door slight ajar in the evenings; it gave a sense of privacy, and did afford some to a certain degree, but it also meant that it was open for staff to approach, a way of letting them know that they could come to him if they had good reason. In the last few weeks, Elsie seemed to have mimicked this behaviour, finding it worked herself. However, as he turned into the corridor, the Butler realised her door was closed. Wondering if perhaps she had already headed up, his eyebrows pulled together into a frown before he stepped up to her door, realising the light was still on and spilling out from underneath. Taking a deep breath, he raised a fist and knocked gentler then he might have ordinarily.

A few seconds dragged by until he heard slightly movement from within, his shoulders relaxing somewhat. After a moment more, the door was opened slightly, affording Charles a sliver view of Elsie standing on the other side of the door. Upon realising just who it was, a look of surprise flittered across her face before she quickly composed herself, opening the door a touch more and straightening, face going blank. "**Mr Carson? Is there something you needed?**" She asked, question thick in her voice. And for a moment, he truly had no idea. He had decided to offer her comfort, but hadn't realised until that moment that he had no clue what that actually entailed. He saw confused blue eyes move to the bottle of wine in his hands before her eyebrow raised, their eyes meeting again. Charles felt a slight blush heat his cheeks as he realised how he appeared turning up at her sitting room door for the first time in the evening, long after the rest of the staff had retired, with a bottle of wine in his hand.

"**His Lordship suggested the rest of this wine might not go to waste. I noticed your light was still on, and, well, I—I thought you might like some company, Mrs Hughes…**" He said, drifting off at the end and stuttering nervously at times. They both stood in silence for a moment longer, he wishing that perhaps he hadn't put himself out there, that he'd made a fool of himself and been too forwards, that was until he saw the small smile on her face.

"**That's very kind of you, Mr Carson,**" Elsie said, stepping aside and opening the door some more. "**Won't you come in?**" He released a breath then, noting the tension easing in his chest making him realise he'd been unconsciously holding it. Stepping inside, he glanced around the room briefly. He had rarely come into this room whilst Mrs Smythe had been around and it was his first since Elsie had taken it over. Small ornaments littered shelves, a few pictures hung on the walls, a throw was across the back of the sofa and an unfamiliar tea set sat on a sideboard.

Following his gaze, she smiled slightly, nodding towards the tea set. "**I sometimes like to make myself a cup in the evenings. It seems too little to bother Mrs Patmore with.**" He nodded back, a hint of a smile tugging at the corner of his lips and relaxing her. "**I'll just get some glasses. Please sit down, Mr Carson.**" Nodding once again, Charles turned and glanced around the room, trying to decide what was most appropriate. His first instinct was to sit at the small table, but he then spied a book laid open facing down beside a pair of reading glasses next to the sofa. He felt of regret for having pulled her away from some well-deserved alone time, but then remembered why he was there and tried to squash the feeling.

"**I didn't know you wear reading glasses, Mrs Hughes.**" It was a statement instead of a question, one that drew her attention first to him and then the glasses, bringing a pretty flush to her cheeks. He felt a flash of shame for embarrassing her from the looks of it, but enjoyed the view for a moment as she moved to where her book was, placing down two glasses and marking her page in the book before closing it. "**I just mean, I've never seen you wear them before, not that there's anything wrong with needing reading glasses, of course, I just meant—**"

"**Yes, well, I only really need them for reading in the evenings.**" She answered, fiddling with the glasses before turning and sitting, smoothing out her skirts before doing so. Blue eyes met his expectantly as he stood there somewhat awkwardly, figuring that she'd made the decision for him. A small smile graced her face as she nodded towards the glasses subtly. "**I do believe you came here for a reason, Mr Carson,**" she said, her tone light and slightly teasing. Finding it was his turn to flush, he hurried over and removed the cork, pouring first Elsie a glass before making one himself. Not wanting to imply anything, he poured a sensible measurement, sitting beside her on the sofa and leaning back against the cushions.

They sipped their wine in companionable silence, Charles being quite pleased that things only felt somewhat stilted and uncomfortable between them; it wasn't usually this way between them, but in this environment, her own one where he hadn't stepped before, he supposed it was to be expected. "**You were awfully quiet at dinner this evening, Mrs Hughes.**" He commented, trying to act casual as his tone was slight concerned. Sharp eyes saw how she froze for a moment, looking down into her glass before taking a deep sip, eyes sliding to the bottle that sat on the table. Quickly standing, he moved to offer her a refill, something he accepted with a small nod of her head. Sitting again, he angled his body slightly so he was facing her more, sipping his own drink slowly.

"**Can I ask you a question, Mr Carson, about when you first became Butler of Downton?**"

It was unexpected, something he hadn't been prepared for, though he had an idea what she was asking and why she'd ask it. "**Yes, of course.**" Charles waited another moment of silence, not saying anything, just giving the Housekeeper time to organise her thoughts and approach him on them. "**Was it hard… the first time you had a discipline a friend?**" She doesn't turn to glance at him, eyes glued to her wine glass as she asked him, but he could tell by the stiffness of her shoulders and how she sat perfectly still that she was listening intently for his answer.

Charles was uncertain what to say to Elsie as he took a moment himself, now, to collect his thoughts. This conversation was already unusual for them, as was their current position; he'd never been in her sitting room, and now he found himself here after dark, sitting beside her on the soft sofa sipping wine. Combined with her obviously charged emotions, he felt slightly unsettled, but determined. After all, this conversation was why he was here, wasn't it? To offer comfort? Swirling his glass, he sipped at the dark liquid again, enjoying the taste on his palate before speaking. "**The first time I disciplined a friend… they laughed.**" Charles answered briefly, flinching at the memory by holding her gaze when surprised eyes shot up and connected with his own. "**He had been convinced that, as a friend, I would not follow through on the punishment that he deserved. I felt guilty, conflicted when I did, indeed, follow through.**" The Butler paused her, shifting slightly under her unwavering stare, but not dropping the eye contact. "**I felt that I should have some loyalty to my friend, yet I knew my loyalty would be to my employer first, that I had been entrusted into my position and should uphold the standards no matter what… Suffice it to say, my friends did not remain my friends for long.**" It was all he said on the subject, finally dropping her gaze to stare into his own glass now, thinking that he hadn't said anything to reassure her, but hoping it helped knowing it wasn't unusual for her to feel this way.

The room was pregnant with silence as the moments stretched by, blue eyes fixed on the swirling wine in his glass, wondering if she might say something. When at last Elsie did speak, she caught Charles off guard, something she was tending to do more and more as of late. "**But are you happy now?**" The question surprised him; they'd never spoken so personally before, had never questioned each other on any personal level until that night. He shifted in his seat, considering. Was he happy? It depended by whose standards you measured them against, though he opted to be nothing but honest. "**Yes, I am happy, Mrs Hughes. I am content with my lot in life, am happy to serve this family in my position, regardless of not having those friends now.**" Charles met her eyes then, smiling softly, hoping it would reassure her, though thought perhaps those words might not comfort some; many measured their lot in life by their friends, but not him. He measured his own in the preciseness of a dining table set, the impeccable service provided, the smooth running of the house.

Blue orbs met blue as they simply looked at each other for a while, and there was something stirring in those eyes he'd admired for longer then was proper, but he couldn't put his finger on what it was, but it was stirring something within his own. The light from the odd lamp that provided the only light into the room caught in her hair, highlighting the different shades that he'd studied when she wasn't looking. '_She's beautiful…_' He pushed the thought away as quickly as it came, knowing this was dangerous territory. Charles had been ignoring any hint of his feelings for the Housekeeper by his side, refusing to acknowledge anything beyond their professional relationship, not wanting to make things awkward or stilted by revealing anything only to have her refuse him. He'd decided that no, it was safer to remain silent and continue to work easily together then risk things becoming uncomfortable. But, even as he thought that, Elsie caught him by surprise again, reaching on and placing her small hand on his forearm, gripping it slightly before smiling gently.

"**But you do have at least one friend in this house…**" The words were softly spoken, might have been missed if he hadn't been paying attention. The simple statement had his heart spluttering, heat infusing his cheeks, his mind zoning in and focusing on this innocent contact on his arm despite the layers of his shirt and jacket between any form of skin contact. Images played inside his mind of him smiling, nodding, agreeing with her words, of clasping her hand and enjoying the moment with a… friend, even one whom he'd always wish was more… But he didn't act on those images, felt himself clamming up as those hints of a deeper emotion for her bubbled below the surface, making his chest clench in nerves and fear, not wanting to ruin things between them by allowing himself to become too comfortable and slip up.

Instead of doing any of the things he imagined, Charles dropped her eye contact and cleared his throat, staring back into his wine glass. "**It's late. I should leave you to your evening…**" Elsie pulled her hand back as if scolded and he noticed her back was stiff again out of the corner of his eye. Shame flooded him, but he knew it was for the best; it was either a comfortable working relationship or a stilted excuse for one if she knew how he truly felt for her. Between the two, Charles knew which he would rather and which would affect their ability to work together least.

"**Yes, it is, you're right, Mr Carson,**" she said, tone overly professional and distant now. "**Thank you for thinking of me, though. Perhaps we can make this a regular occurrence?**" Elsie asked, staring towards the far wall now and refusing to meet his gaze.

"**Perhaps.**" It was all he could offer then as he placed his glass down, rose from his seat and moved across the room, teeth gritted, muscles held taut, resisting all urge to turn around and apologise, to tell her that he saw her as a friend he could not be without already, to do anything but hold back and keep his distance like he did with everyone else in his life… Opening the door, he paused, lingering in the doorway with his hand still on the doorknob. "**Goodnight, Mrs Hughes…**" Stepping through, he went to tug the door opening, already regretting his actions, or rather his inaction, wishing he'd taken that chance at something more than casual acquaintance with her instead of pushing Elsie away before he'd even given something else a chance.

"**Goodnight, Mr Carson…**"

Charles pulled the door closed behind him, leaning backwards against it and closing his eyes against the heavy ball of regret that settled into the bottom of his gut, but he knew it was for the best. Taking a fortifying breath, the Butler came back to himself and headed off through the familiar corridors to his own pantry, knowing he would not sleep anytime soon.

* * *

Author Note::

I'm sorry this update took a while, but unfortunately RL drama kept me away from writing. I managed to sit down and get it written now though I really love all the reviews, and am thrilled with all the follows/favourites this fic has received already despite only being 1 chapter in! Once again, thank you to my muse, Madamvioletta, to whom this fic is dedicated. I hope you enjoy, my Housekeeper! I'm going to aim to respond to all reviews in my AN, but I might start PMing if I get any more then this per chapter (which would be amazing :P)

TheLittleLuPone: I'm really glad you enjoyed, and thank you so much on your compliments! I adore Charles' character and really relate to him well. I hope I did him justice in this chapter as well Unfortunately, I'm uncertain at this point whether any of the chapters will be from Elsie's POV as I'm not sure I could do her any justice, but I might do so later on

LC: Yay for having something new to look forwards to! Yes, there should always be new Chelsie fiction out there to keep us going until Fellowes puts us out of our misery

Tammy333: I'm excited as well xD Here's what happened on that first mist chance but, as we know, there are several more where that came from

Mona Love: Phyllis is a Goddness, and you are completely right about that line. I completely sympathise, though; these two will certainly be the ruin of me!

SarLei: I'm happy you enjoyed it

713: True story. He can't indulge with her for fear of ruining their friendship/working relationship, so when he's alone at night he's free to let his mind wander… I hope you enjoy this chapter just as much.


End file.
